Consistent with the goals of the NIMH R34 mechanism, the main objectives of this grant application are to develop and evaluate the feasibility and acceptability of a mental and physical wellness intervention for persons with depression who are also physically inactive and smoke cigarettes. This program is designed as an adjunct to usual primary care services. While standard care interventions typically address each of these issues individually, these behaviors frequently cluster. This clustering not only compounds the deleterious impact of each behavior, but can make treating each in isolation more difficult and, potentially, more costly. Combining intervention for each of these into a single program is more efficient and may have a synergistic beneficial effect, whereas change in one behavior enhances change in the others. Furthermore, people may be more likely to engage in formal treatment for depression, nicotine dependence, or physical activity when it is framed in the context of a comprehensive wellness program and not stigmatized as a mental health or substance abuse program. As a result, the combined intervention may allow a greater reach of services than does standard usual care. Despite the sound rationale for addressing depression and co-morbid behavioral risk factors in a single intervention, this is not yet being done. The current study is a natural extension of our work in depression care and developing single-behavior interventions for health behavior change. The aims of the trial are to develop an intervention focused on concurrently improving depressive symptoms, enhancing physical activity, and promoting smoking cessation. We will conduct a series of pilot tests to assess the feasibility, tolerability, and acceptability of the intervention, including a randomized pilot trial. We hypothesize that, compared to usual care controls, intervention participants will report improved depressive symptoms, increased physical activity, and increased attempts to quit smoking at 3 and 6 month follow-up. Secondary behavioral outcomes will also be explored. In addition, we will analyze health plan data to describe the co-morbid incidence of smoking and low physical activity among persons with depression in a large health care organization. Data collected during this grant will allow us to evaluate the acceptability and feasibility of the intervention, refine the program materials and conceptual model, and collect data to inform sample and power calculations for a future effectiveness trial. Depression and risky health behaviors (e.g., physical inactivity, smoking) tend to be co-morbid, but standard interventions are designed to treat each behavior separately. Treating each behavior individually is less efficient, and potentially less effective, than treating each concurrently. The current study will design and evaluate a treatment program which addresses depression, physical activity level, and smoking simultaneously. This work will provide valuable information about the feasibility, acceptability, and impact of this comprehensive treatment approach and will lay the ground work for future research in this area.